A chemical purchase contract should fix what is being bought, how it will be tested, how it will be packed and documented, how and when you pay, and what happens if something goes wrong. The specification and the testing rules matter most, because they decide whether a lot passes.
A one-page proforma invoice is not enough for regular chemical business. Use a written contract or a framework agreement with order-by-order schedules.
Product and quality
- The product name, grade, CAS number and HS code.
- A specification table with every test, its method, its unit and its limit.
- The impurities and contaminants that must be tested, such as heavy metals or restricted substances.
- The shelf life or retest period from the manufacturing date.
- The manufacturing site, with no change of site, route or key raw material without written approval.
- Compliance requirements in your market, such as REACH registration status or TSCA listing.
Sampling, testing and inspection
- Who draws samples, when, from how many packs, and by what method.
- Which lab tests them, and whose result decides a dispute.
- The number and size of retention samples, how they are sealed, and how long each party keeps them.
- Your right to third-party inspection at the plant and during loading.
- Your right to audit the plant on reasonable notice.
See drawing a chemical sample for the practical detail of sampling.
Packing, documents and delivery
- Pack type, size, UN approval where needed, palletising and labelling.
- Required documents: COA, SDS, packing list, certificate of origin and any DG declaration.
- The Incoterm with version and named place, and the delivery date or window.
- Who books freight and who arranges insurance.
Payment and commercial terms
- Price basis and currency, with any adjustment formula for long contracts.
- Payment terms and the documents that trigger each payment.
- Penalties or remedies for late delivery.
- Notice duties if the plant receives a pollution board notice or closure direction.
Claims and disputes
- The period after arrival in which you can raise a quality claim.
- The evidence required, and how retained samples will be tested.
- Remedies: replacement, credit, return or refund, and who pays freight and disposal.
- Limits of liability and product liability insurance where relevant.
- Confidentiality, especially for custom products.
- Governing law and the forum for disputes, often international arbitration.
- Force majeure, with a clear definition and notice period.
Have a lawyer familiar with Indian and your own law review the contract. Our articles on payment terms and handling a quality claim cover two of these areas in more depth.
Framework agreements
For regular supply, a framework agreement sets the general terms once, and each order then refers to it. This saves time and keeps the quality terms consistent. Review the framework each year, and update the specification as you learn what good lots achieve.
Next step
We help you turn supplier documents into a contract specification and check every lot against it. Book a free sourcing review.